STEPHEN  Bo  WEEKS 

CUSS  OF  1886:  PH.D.  THE  JOHNS  HOPKINS  UNTVERSfTY 


OF  THE 

onvERsnnr  of  mmi  caribhm 

TIE  WEEKS  COMJECTMBN 

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dp  3E6.l-d2^^ 


00042093652 


FOR  USE  ONLY  IN 
THE  NORTH  CAROLINA  COLLECTION 


COPY  OF 

ARTICLES  OF  AGREEMENT 

FOR  THE 

PURCHASE  OF  THE  STOCK  OF  THE  STATE 

IN  THE 

Cape  Fear  ani  Yadkin  Valley  lailnaiCo., 

BETWEEN  THE  COMMISSIONERS  ON  THE  PART  OF  THE  STATE  AND  THE 

New  York  and    Southern    Railroad  and 
Telegraph  Construction  Company. 


• 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hil 


http://www.archive.org/details/copyofarticlesofOOnewy 


Articles  of  Agreement. 


Articles  of  Agreement,  made  and  entered  into  this,  the 
22nd  day  of  December,  1881,  by  and  between  A.  J. 
DeRosset,  of  Wilmington ;  Levi  M.  Scott,  of  Greensboro ; 
E.  L.  Vaughn,  of  Alleghany;  George  M.  Rose,  A.  A. 
McKeethan,  Jr.,  and  A.  B.  Williams,  of  Fayetteville  ;  Or- 
rin  A.  Hanner,  of  Chatham ;  Julius  A.  Gray,  of  Greens- 
boro ;  Jesse  F.  Graves,  of  Mt.  Airy ;  Tyre  York,  of  Wilkes  ; 
A.  J.  Boyd,  of  Rockingham ;  John  W.  Atkinson,  of  Wil- 
mington, and  W.  A.  Lash,  of  Stokes,  in  the  State  of  North 
Carolina,  Commissioners  under  an  act  of  the  General 
Assembly  of  North  Carolina,  entitled,  "An  Act  to  provide  a 
Commission  with  power  to  sell  the  State's  stock  in  the  Cape 
Fear  and  Yadkin  Valley  Railway  Company,"  ratified  March 
14th,  1881,  parties  of  the  first  part,  and  "  The  New  York 
and  Southern  Railroad  and  Telegraph  Construction  Com- 
pany," a  corporation  duly  incorporated  and  organized  under 
the  laws  of  the  State  of  New  Jersey,  party  of  the  second 
part: 

Whereas,  The  State  of  North  Carolina  is  now  the  owner 
of  five  thousand  five  hundred  shares  of  the  capital  stock  of 
the  said  "  The  Cape  Fear  and  Yadkin  Valley  Railway  Com- 
pany," a  corporation  duly  incorporated  under  the  laws  of 
the  State  of  North  Carolina  ;  and 

Whereas,  The  parties  of  the  first  part,  except  John  W. 
Atkinson,  were,  by  the  act  before  mentioned,  appointed 
Commissioners  to  receive  any  proposition  concerning  the 
purchase  of  the  said  State's  stock  in  the  said  Railway  Com- 
pany, with  full  power  and  authority  to  sell  the  same  and  to 
negotiate  and  settle  the  terms  of  said  sale,  and  on  behalf  of 
said  State,  by  their  chairman,  to  sign  all  necessary  contracts 
and  assurances,  subject  to  the  approval  of  the  Governor  and 


CL 


his  Council  and   of  a  majority  of  the  stockholders  of  said 
Company  in  general  meeting  assembled  ;  and 

Whereas,  The  railroad  of  said  Company,  as  provided  for 
in  its  charter,  is  still  unfinished,  and  the  party  of  the  second 
part  is  desirous  of  purchasing  the  stock  of  said  Railway 
Company  now  owned  by  the  State  of  North  Carolina,  as 
aforesaid,  and  will  give  adequate  security  to  complete  said 
road,  as  provided  in  the  charter  of  said  Company,  and  also 
in  the  said  Act  appointing  the  said  parties  of  the  first  part 
Commissioners ;  and 

Whereas,  Hugh  Parks,  of  Randolph,  one  of  said  Commis 
sioners  named  in  said  Act,  declined  to  serve,  and  the  Gov- 
ernor of  North  Carolina  filled  the  vacancy  caused  by  his 
declension  by  the  appointment  of  the  said  John  W.  Atkin- 
son, one  of  the  Commissioners  as  aforesaid: 

Now,  therefore,  This  Indenture  witnesseth: 

Firstly.  That  the  said  parties  of  the  first  part,  commission- 
ers as  aforesa'd,  in  consideration  of  the  premises  and  of  the 
sum  of  one  hundred  and  fifty-five  thousand  dollars,  to  be 
paid  by  the  party  of  the  second  part  as  hereinafter  pro- 
vided and  set  forth,  and  also  of  the  covenants,  promises  and 
agreements  on  the  part  of  the  said  party  of  the  second  part, 
hereinafter  set  forth,  have  sold,  assigned,  transferred,  set 
over  and  delivered,  and  by  these  presents  do  sell,  assign, 
transfer,  set  over  and  deliver  unto  the  said  party  of  the  sec- 
ond part,  its  successors  and  assigns,  all  the  said  capital  stock 
now  owned  by  the  State  of  North  Carolina  in  the  said  "The 
Cape  Fear  and  Yadkin  Valley  Railway  Company,"  to-wit, 
five  thousand  five  hundred  shares  of  the  par  value  of  one 
hundred  dollars  each,  amounting  in  the  aggregate  to  five 
hundred  and  fifty  thousand  dollars,  to  have,  possess,  use  and 
enjoy  the  same  in  the  same  manner,  plight  and  condition, 
and  with  the  same  powrers,  rights,  privileges  and  advanta- 
ges as  the  present  private  stockholders  have,  possess,  use 
and  enjoy  respectively  their  stock. 

Secondly.  And  the  said  party  of  the  second  part,  in  consid 


eration  of  the  premises  and  said  stock  so  conveyed,  hereby 
covenants  and  agrees  to  aud  with  the  parties  of  the  first  part 
that  within  sixty  days  after  the  final  ratio  of  these  ar- 
ticles of  agreement,  the  said  party  of  the  second  part  shall 
and  will  pay  over  to  the  Treasurer  of  the  State  of  North 
Carolina  the  sum  of  fifty -five  thousand  dollars  lawful  money 
of  the  United  States ;  and  to  Julius  A.  Gra}^  Esq.,  of  Greens- 
boro, North  Carolina,  the  further  sum  of  one  hundred  thou- 
sand dollars,  to  be  held  by  him  as  trustee,  and  used  in  the 
payment  of  the  "floating  debt"  of  said  railway  company; 
and  in  case  the  whole  of  said  sum  of  one  hundred  thousand 
dollars  shall  not  be  required  for  the  payment  of  the  said 
"floating  debt,"  the  balance  remainingin  his  hands  shall  be 
returned  to  the  said  party  of  the  second  part,  its  successors 
and  assigns. 

Thirdly,  And  the  said  party  of  the  second  part,  for  the 
consideration  aforesaid,  further  covenants  and  agrees  to  and 
with  the  parties  of  the  first  part,  that  the  said  party  of  the 
second  part  will  cause  to  be  built,  completed  and  equipped, 
in  good  running  order,  within  twelve  months  after  the  final 
ratification  of  these  articles  of  agreement,  that  portion  of  the 
line  of  said  railway  from  Raemont,  at  or  near  the  South 
Carolina  line,  by  way  of  Shoe  Heel  and  Fayetteville,  to 
Greensboro,  and  shall  cause  to  be  constructed  in  connection 
therewith  all  necessary  depots,  stations,  buildings,  tanks 
and  houses  along  the  line  of  said  road  for  the  proper  con- 
duct of  its  business,  and  shall  furnish  all  additional  engines 
and  rolling-stock  necessary  for  the  same.  And  in  like  man- 
ner, the  parties  of  the  second  part  shall  and  will,  within  two 
years  after  the  ratification  of  these  articles  of  agreement, 
cause  to  be  constructed  and  equipped  that  portion  of  the 
line  of  said  railway  which  extends  from  Greensboro,  by  way 
of  Brace's  Cross  Roads,  Walnut  Cove  and  Germanton,  to 
Mt.  Airy.  And  likewise,  within  three  years  after  the  ratifi- 
cation hereof,  the  said  party  of  the  second  part  shall  fully 
complete  and  equip,  as  aforesaid,  the  whole  of  the  line  of 


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said  railways  east  from  Fayetteville  to  Wilmington,  and 
west  up  the  valley  of  the  Yadkin,  by  way  of  Wilkesboro  to 
Patterson,  in  the  county  of  Caldwell,  and  also  through  the 
county  of  Surry  to  Ore  Knob,  according  to  the  provisions 
of  the  charter  of  said  company.  And  the  said  party  of  the 
second  part,  for  the  consideration  aforesaid,  further  cove- 
nants and  agrees  to  and  with  the  parties  of  the  first  part, 
that,  within  thirty  days  after  the  payment  of  the  said  one 
hundred  and  fifty-five  thousand  dollars  by  the  party  of  the 
second  part,  as  hereinbefore  provided,  it  will  cause  the  work 
of  construction  of  said  railway  to  be  commenced  with  suffi- 
cient force  and  material,  and  continue  the  same  until  its 
completion. 

Fourthly.  It  is  further  covenanted  and  agreed  between 
the  parties  hereto,  for  the  consideration  aforesaid,  that,  upon 
the  payment  by  the  party  of  the  second  part  of  the  said  sura 
of  one  hundred  and  fifty  -five  thousand  dollars,  as  hereinbe- 
fore provided,  the  certificate  of  said  stock  in  said  Railway 
Company  shall  be  transferred  and  assigned,  as  aforesaid, 
upon  the  books  of  said  Company  to  the  said  party  of  the 
second  part,  and  a  proper  certificate  issued  therefor  to  the  said 
parties  of  the  second  part;  and  the  same  shall  thereupon 
immediately  be  deposited  with  the  Treasurer  of  said  State 
of  North  Carolina,  as  trustee  for  said  State  and  for  the  party 
of  the  second  part,  its  successors  and  assigns  ;  and  in  case  the 
said  party  of  the  second  part  shall  fail  to  cause  said  Rail- 
way Company  to  complete  its  whole  road  within  the  time, 
to-wit,  three  years,  as  herein  provided,  then  the  said  stock 
so  deposited  shall  from  that  time  become  and  be  the  prop- 
erty of  the  said  State  of  North  Carolina,  and  the  said  party 
of  the  second  part,  its  successors  and  assigns,  shall  forfeit  to 
the  said  State  any  and  all  interest  in  or  claim  to  the  same, 
and  the  said  sum  of  one  hundred  and  fifty -five  thousand 
dollars  hereinbefore  mentioned,  and  each  and  every  part 
thereof;  but  shall  not  be  subject  to  any  further  claim  for 
damages  or  otherwise  by  reason  of  such  default. 

Fifthly.     It  is  further  covenanted  and   agreed  by  and  be- 


tween  the  said  parties  that  all  the  mortgage  bonds  of  the 
said  Railway  Company,  issued  at  the  time  of  the  payment 
of  the  said  one  hundred  and  fifty-five  thousand  dollars,  as 
aforesaid,  and  that  may  thereafter  be  issued  under  the  pres- 
ent mortgage  of  said  Railway  Company,  except  such  of  said 
bonds  as  shall  have  been  sold,  shall  be  deposited  with  the 
Treasurer  of  the  said  State  of  North  Carolina,  to  be  securely 
kept  by  him,  to  be  delivered  from  time  to  time  to  said  Rail- 
way Company  only  when  it  shall  be  made  to  appear  to  the 
satisfaction  of  said  Treasurer  by  the  certificate  of  the  Presi- 
dent of  said  Company  and  the  affidavit  of  some  respectable 
person  known  to  said  Treasurer,  that  such  bonds,  not  ex- 
ceeding at  any  one  time  the  sum  of  three  hundred  thou- 
sand dollars,  are  necessary  to  be  sold  or  hypothecated  for 
the  purpose  of  getting  money  to  pay  for  work  done,  iron, 
engines,  rolling-stock,  or  other  things  necessary,  purchased 
for  said  Company  and  delivered  to  the  same;  and  such 
bonds  shall  be  issued  only  with  the  approval  of  the  Gov- 
ernor of  the  State  of  North  Carolina. 

Sixthly.  And  it  is  further  covenanted  and  agreed  by  and 
between  the  said  parties,  for  tbe  consideration  aforesaid, 
that  immediately  after  the  payment  by  the  party  of  the 
second  part  of  the  sum  of  one  hundred  and  fifty  five  thou- 
sand dollars,  as  herein  before  provided,  and  until  default 
shall  be  made  by  the  said  party  of  the  second  part,  its  suc- 
cessors and  assigns,  in  the  completion  of  the  whole  of  said 
railroad,  as  herein  provided,  the  said  party  of  the  second 
part,  its  successors  and  assigns,  shall  have  the  sole  and  ex- 
clusive right  to  represent  and  vote  upon  the  said  five  thou- 
sand, five  hundred  shares  of  the  capital  stock  of  said  Rail- 
way Company,  so  deposited  as  collateral  security,  as  afore- 
said, as  fully  and  to  all  intents  and  purposes  as  though  said 
stock  were  in  its  actual  possession,  so  far  as  the  commissioners 
are  authorized  by  law  to  confer  such  power. 

Seventhly.  It  is  further  agreed  between  the  parties  hereto 
that  these  articles  of  agreement,  when  ratified  as  aforesaid, 
shall  be  delivered  to  the   Governor  of  the  State  of  North 


8 

Carolina,  to  be  held  by  him  until  the  payment  by  the  party 
of  the  second  part  of  the  sum  of  money  hereinbefore  named 
to  be  paid  by  it;  and  if  said  sum  is  not  paid  within  sixty 
days  from  the  ratification  hereof,  then  this  agreement  shall 
be  null  and  void. 

Eighthly.  It  is  further  agreed  between  the  parties  hereto, 
that  the  said  party  of  the  second  part  shall  have  twenty  days 
after  the  execution  of  these  articles  of  agreement  by  the 
Chairman  of  the  parties  of  the  first  part,  in  which  to  execute 
and  deliver  the  same  to  the  Governor  of  said  State,  to  be  ap- 
proved by  him  and  his  Council,  and  that  the  said  Governor 
shall  deliver  the  same  to  the  President  of  said  Railway 
Company;  and  thereupon,  if  the  same  shall  have  been  ap- 
proved by  the  Governor  and  his  Council,  the  said  President 
shall,  within  twenty  days  next  after  receiving  the  same  sub- 
mit the  same  to  the  stockholders  of  said  company  in  gen 
eral  meeting  assembled  for  ratification  thereof.  And  in 
case  said  articles  should  not  be  returned  within  twenty 
days  next  after  the  execution  of  the  same  by  the  Chair- 
man aforesaid,  duly  executed  by  the  party  of  the 
second  part,  then  said  parties  of  the  first  part  shall  not  be 
bound  hereby,  but  may  entertain  and  act  upon  any  other 
proposition  which  may  be  made  to  them. 

Ninthly.  And  it  is  further  covenanted  and  agreed  by  and 
between  the  said  parties  that  the  gauge  of  said  road  shall 
not  be  changed,  but  shall  remain  and  be  continued  as  it  is 
at  the  execution  of  these  articles. 

Tenth  Ly.  And  it  is  further  covenanted  and  agreed  by  and 
between  the  parties  hereto,  for  the  consideration  aforesaid, 
that,  in  case  of  failure  on  the  part  of  the  party  of  the  second 
part  to  perform  its  covenants  herein  as  to  the  commence- 
ment of  the  work  within  the  time  herein  stipulated,  to-wit, 
thirty  days,  as  aforesaid,  and  as  to  the  completion  and 
equipment  of  the  said  railway  from  Raemont  to  Greensboro 
within  twelve  months  after  the  ratification  of  these  articles 
of  agreement,  as  aforesaid,  then  and  in  that  case,  the  said 
party  of  the  second  part  shall  forfeit  and  pay  to  the  State 


9 


of  North  Carolina  as  a  penalty  for  either  of  such  defaults 
the  sum  of  twenty-five  hundred  dollars  per  month  as  long 
as  said  default  shall  continue;  but  the  Governor  of  North 
Carolina  may  for  cause,  in  his  discretion,  remit  such  penal- 
ties. And  in  case  of  failure  on  the  part  of  the  party  of  the 
second  part  to  perform  its  covenants  herein  as  to  the  com- 
pletion and  equipment  of  said  railway  from  Greensboro  to 
Mount  Airy  within  two  years  next  after  the  ratification  of 
these  articles  of  agreement,  then  and  in  that  case  the  said 
party  of  the  second  part  shall  forfeit  and  pay  to  the  State  of 
North  Carolina,  as  a  penalty  for  such  default,  the  sum  of 
twenty-five  hundred  dollars  per  month  as  long  as  said  de- 
fault shall  continue;  but  the  Governor  of  North  Carolina 
may  for  cause,  in  his  discretion,  remit  such  penalties.  And 
in  case  of  failure  on  the  part  of  the  said  party  of  the  second 
part,  its  successors  and  assigns,  to  perform  its  covenants 
herein  as  to  the  full  completion  and  equipment  of  said  rail- 
way, east  from  Fayetteville  to  Wilmington,  and  west,  up 
the  Valley  of  the  Yadkin,  by  way  of  Wilkesboro,  to  Patter- 
son, aforesaid,  and  also  through  the  county  of  Surry  to  Ore 
Knob,  according  to  the  provisions  of  the  charter  of  said 
Company,  then,  and  in  that  case,  said  party  of  the  second 
part,  its  successors  and  assigns,  snail  forfeit  to  the  State  of 
North  Carolina,  as  a  penalty  for  such  default,  the  whole  of 
the  stock  of  said  Company  herein  conveyed  to  the  party  of 
the  second  part,  and  the  said  sum  of  one  hundred  and  fifty- 
five  thousand  dollars,  paid  as  hereinbefore  provided,  and 
all  claim  and  demand  of  every  kind  whatsoever  of  the  said 
party  of  the  second  part,  its  successors  and  assigns,  against 
the  said  "The  Cape  Fear  and  Yadkin  Valley  Railway  Com- 
pany." And  if  such  penalties  shall  be  incurred,  then  the 
same  shall  be  a  lien  upon  the  said  stock  of  said  party  of  the 
second  part ;  and  if  such  penalty  shall  not  be  remitted  by 
said  Governor,  as  aforesaid,  then,  and  in  that  case,  so  much 
of  said  stock  may  be  sold  by  the  said  Treasurer  of  North 
Carolina  as  shall  be  necessary  to  pay  the  said  penalties. 


10 


In  witness  whereof,  George  M.  Rose,  chairman  of  the  said 
party  of  the  first  part,  by  order  of  the  said  party  of  the  first 
part,  made  as  directed  by  said  act  of  Assembly,  has  here- 
unto set  his  hand  and  private  seal ;  and  the  said  party  of 
the  second  part1  has  caused  the  same  to  be  subscribed  by  its 

President,   ,  and  by 

.  and  ,  two  of  its  directors, 

and  its  corporate  seal  to  be  affixed  hereto  the  day  and  year 
first  aforesaid. 


